SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

Commercial Intertech Corp.
- -------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- -------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

[ X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

1) Title of each class of securities to which transaction
applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:

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4) Proposed maximum aggregate value of transaction:

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Set forth the amount on which the filing fee is calculated and
state how it was determined.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
2
1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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Notes:

* * * * *
3
COMMERCIAL INTERTECH CORP.
1775 Logan Avenue
Youngstown, Ohio 44501

P R O X Y

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR
THE ANNUAL MEETING OF SHAREHOLDERS, MARCH 23, 1994

The undersigned hereby appoints JOHN S. ANDREWS, JOHN NELSON, AND DON
E. TUCKER, and each or any of them, attorneys and proxies with full power of
substitution, to represent the undersigned and to vote all shares of stock of
Commercial Intertech Corp. which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of Commercial Intertech Corp. to be held at the
offices of the Company at 1775 Logan Avenue, Youngstown, Ohio on Wednesday,
March 23, 1994, at 2:00 P.M., or at any adjournments or postponements thereof,
upon all matters as set forth in the Notice of Annual Meeting and Proxy
Statement, receipt of which is hereby acknowledged.

PLEASE SIGN, DATE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

Dated: _________________, 1994

______________________________

______________________________
Signature of Stockholder

THIS PROXY SHOULD BE SIGNED
EXACTLY AS NAME APPEARS HEREON

Executors, administrators, trustees, attorneys,
etc., should give full title as such. If the signer
is a corporation or partnership, please sign full
corporate or partnership name by duly authorized
officer.
4
1. ELECTION OF DIRECTORS

The Board of Directors recommends a vote FOR the election of directors.

Nominees: William W. Cushwa, Neil D. Humphrey, Kipton C. Kumler
and Philip N. Winkelstern.

-- FOR all nominees -- WITHHOLD AUTHORITY
-- listed above -- to vote for all
(except as listed nominees listed
to the contrary above
below)

If you wish to withhold authority to vote for any individual nominee, you may
write that nominee's name in the space provided below.

______________________________________________________________________

2. RATIFY SELECTION OF ERNST & YOUNG AS INDEPENDENT AUDITORS.

-- FOR -- AGAINST -- ABSTAIN

The Board of Directors recommends a vote FOR the approval of auditors.

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

THIS PROXY WILL BE VOTED AS DIRECTED ABOVE, OR IF RETURNED EXECUTED WITH NO
DIRECTION GIVEN, WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR
RATIFICATION OF ERNST & YOUNG AS AUDITORS.
5

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 23, 1994

To the Shareholders of Commercial Intertech Corp.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Commercial Intertech Corp. will be held at the Corporate Offices of the Company
located at 1775 Logan Avenue, Youngstown, Ohio, on Wednesday, March 23, 1994,
at 2:00 P.M., for the following purposes:

1. Election of four (4) directors of the Second Class to serve
for a term of three (3) years and until their successors shall
have been elected and qualified;

2. Ratification of the selection of Ernst & Young as independent
auditors for the fiscal year ending October 31, 1994;

3. Transaction of such other business as may properly come before
the meeting and any adjournments or postponements thereof;

all in accordance with the accompanying Proxy Statement.

The Board of Directors has fixed the close of business on January 24,
1994 as the record date for the determination of the shareholders entitled to
notice of and to vote at such meeting.

BY ORDER OF THE BOARD OF DIRECTORS

GILBERT M. MANCHESTER
General Counsel and Secretary

January 28, 1994
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VOTING YOUR PROXY IS IMPORTANT

PROMPT ACTION IN SENDING IN YOUR PROXY WILL
ELIMINATE THE EXPENSE OF FURTHER SOLICITATION.
AN ENVELOPE IS PROVIDED FOR YOUR USE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. YOU ARE RECEIVING A PROXY FOR EACH
ACCOUNT IN YOUR HOUSEHOLD. PLEASE VOTE, SIGN AND
MAIL ALL PROXIES YOU RECEIVE.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
MARCH 23, 1994

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Commercial Intertech Corp. (the "Company") of
proxies in the form enclosed herewith to be voted at the Annual Meeting of
Shareholders to be held in the Corporate Offices of the Company, 1775 Logan
Avenue, Youngstown, Ohio, 44501 on Wednesday, March 23, 1994, at 2:00 P.M., and
at any adjournments or postponements thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement
and the accompanying form of proxy were first released to shareholders on or
about January 28, 1994.

Any shareholder giving a proxy will have the right to revoke it at any
time prior to the voting thereof by giving written notice to the Secretary of
the Company. All shares represented by effective proxies will be voted at the
meeting or at any adjournments or postponements thereof. If you are present at
the meeting, you may vote personally on all matters brought before the meeting.
All shares represented by effective proxies marked "abstain" will be counted as
present and entitled to vote for purposes of reaching a quorum at the meeting
or at any adjournments or postponements thereof, but will not be counted for
purposes of voting on any proposal presented at the meeting or any adjournments
or postponements thereof. If a broker indicates on a proxy

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that it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter.

VOTING SHARES

The Board of Directors has fixed the close of business January 24,
1994 as the record date for the determination of shareholders entitled to
notice of and to vote at said meeting. Only shareholders of record at the
close of business on that date will be entitled to vote at the meeting or any
adjournments or postponements thereof. The Company's voting securities
outstanding on November 30, 1993 consisted of 10,037,575 shares of $1 par value
common stock (exclusive of 42,063 shares of treasury stock) and 1,064,846
shares of ESOP Convertible Preferred Stock Series B, no par value, each of
which will be entitled to one vote at the meeting.

Under the General Corporation Law of Ohio, if a shareholder gives
written notice to the President, a Vice President, or the Secretary of the
Company, not less than forty-eight hours before the time fixed for holding a
meeting to elect directors, of his desire that the voting be cumulative, and if
an announcement of the giving of such notice is made upon the convening of the
meeting, each shareholder has the right to cumulate such voting power as he
possesses and to give one candidate the number of votes equal to the number of
directors to be elected multiplied by the number of shares he holds or to
distribute his votes on the same principle among two or more candidates, as he
sees fit. A shareholder notice to exercise cumulative voting rights at the
meeting must be in writing, addressed to the President, Vice President or
Secretary of the Company, and received at the principal executive offices of
the Company, not less than 48 hours before 2:00 P.M., March 23, 1994.

The ESOP Convertible Preferred Stock Series B is held of record by a
trustee for the Commercial Intertech Corp. Employee Stock Ownership Plan and
the Commercial Intertech Retirement Stock Ownership and Savings Plan. The
trust for these plans contains pass-through voting provisions for the
participants of the plans. Shares which are allocable to a participant's
account will be voted by the trustee as directed by the participant. The
trustee will vote the shares which are either not allocable to any
participant's account or which are allocable, but which were not voted by the
participant, proportionately as the allocable shares voted by participants were
voted.

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8
1. ELECTION OF DIRECTORS

The Code of Regulations of the Company provides that the Company shall
have twelve directors and that the Board shall be classified with respect to
the time for which members shall severally hold office by dividing them into
three classes, each of such classes consisting of four directors to hold office
for a term of three years. Four directors of the Second Class are to be
elected at the annual meeting on March 23, 1994 for a term of three years
expiring at the annual meeting in 1997. It is the intention of the persons
named in the enclosed form of proxy to vote such proxy as specified and, if no
specification is made on a signed and returned proxy, to vote such proxy for
the election as directors of the four nominees listed in the table set forth
below to serve for a term of three years and until their successors shall be
elected and qualify. Directors of the Second Class whose terms of office
expire at the annual meeting of shareholders on March 23, 1994 are: Messrs.
William W. Cushwa, Neil D. Humphrey, Kipton C. Kumler and Philip N.
Winkelstern, all of whom are at present directors of the Company and were
elected to their present terms of office by the shareholders at the annual
meeting held February 26, 1991.

The Board of Directors has no reason to believe that the persons
nominated will not be available. In the event that a vacancy among such
original nominees occurs prior to the meeting, shares represented by the
proxies so appointed will be voted for a substitute nominee or nominees
designated by the Board of Directors and for the remaining nominees. All such
nominees have consented to serve if elected. In the event cumulative voting is
appropriately called for, the enclosed proxy may be voted in favor of any one
or more of the below-named nominees, to the exclusion of the others, and in
such order of preference as the proxy holder may determine in his discretion.
In any event, the shares represented by the proxy will be voted for the
election of directors unless instructed to the contrary.

The terms of office of Messrs. McDonough, Peyton, Powers and Tucker,
directors of the Third Class, will expire at the annual meeting in 1995, and
the terms of office of Messrs. Charles Cushwa, Galvin, Hill and Nelson,
directors of the First Class, will expire at the annual meeting in 1996.
Except for Messrs. William W. Cushwa and Charles B. Cushwa III, who are
brothers, none of the directors are related.

Candidates for the office of Director receiving the greatest number of
votes shall be elected.

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INFORMATION AS TO NOMINEES

The names of the nominees for the office of director, together with
certain information concerning such nominees, are set forth below:

William W. Cushwa, age 56 - Director since 1975.

Vice President Planning and Assistant Treasurer of the
Company. Mr. Cushwa received his bachelor of arts degree from
the University of Notre Dame and his master's degree in
Business Administration from Case Western Reserve University.
Mr. Cushwa joined the Company in 1960, was elected Assistant
Treasurer in 1969, Director of Corporate Planning in 1977 and
was elected to his current position in 1983.

NOMINEE IN SECOND CLASS (PRESENT TERM EXPIRES IN 1994).

Neil D. Humphrey, age 65 - Director since 1985.

President Emeritus of Youngstown State University. Dr.
Humphrey received his bachelor of arts degree from Idaho State
University, his master of science degree in Government
Management from the School of Business Administration of the
University of Denver, and his doctorate degree in Education
from Brigham Young University. His prior experience includes
10 years as Chancellor of the University of Nevada System. He
also served as Budget Director for the State of Nevada.

NOMINEE IN SECOND CLASS (PRESENT TERM EXPIRES IN 1994).

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Kipton C. Kumler, age 53 - Director since 1985.

President of the Lexington Consulting Group, Inc. and
President of Lincoln Software, Inc. Mr. Kumler received his
bachelor's and master's degrees in Electrical Engineering from
Cornell University and his master's degree in Business
Administration from Harvard University. He was Senior
Consultant at Arthur D. Little, Inc. from 1969 to 1979 when he
founded the Lexington Consulting Group, Inc.

NOMINEE IN SECOND CLASS (PRESENT TERM EXPIRES IN 1994).

Philip N. Winkelstern, age 63 - Director since 1984.

Senior Vice President and Chief Financial Officer of the
Company. Mr. Winkelstern received his bachelor of arts degree
in Business Administration from Michigan State University. He
joined the Company in 1975 and was elected to his current
position in 1984. Mr. Winkelstern is a director of The
Mahoning National Bank of Youngstown, Youngstown, Ohio and
McDonald Steel Corp., McDonald, Ohio.

NOMINEE IN SECOND CLASS (PRESENT TERM EXPIRES IN 1994).

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INFORMATION CONCERNING DIRECTORS WHOSE TERMS
OF OFFICE WILL CONTINUE AFTER THE MEETING

The names of the remaining eight directors of the Company, and certain
information with respect to such directors, are as follows:

Gerald C. McDonough, age 65 - Director since 1992.

Retired Chairman of the Board and Chief Executive Officer of
Leaseway Transportation Corporation. Mr. McDonough received
his bachelor's degree in Business Administration from Case
Western Reserve University. Mr. McDonough is a director of
York International, York, Pennsylvania, Acme-Cleveland Corp.,
Cleveland, Ohio, Brush-Wellman Corporation, Cleveland, Ohio
and Associated Estates Realty Corporation, Cleveland, Ohio and
a Trustee of the Fidelity Funds, Boston, Massachusetts.

DIRECTOR IN THIRD CLASS (PRESENT TERM EXPIRES IN 1995).

John F. Peyton, age 69 - Director since 1989.

Retired Senior Vice President and Group Executive of Federal
Mogul Corp. Mr. Peyton received his bachelor of science
degree in Mechanical Engineering from Michigan State
University. Mr. Peyton was General Manager of Arrowhead
Products Division, Los Alamitos, California, from 1967 to
1971. He then was Director of Corporate Planning and
Development for Federal Mogul Corp. in Southfield, Michigan.
In 1973, he became Vice President and Group Executive,
Component Parts Group, then Senior Vice President and Group
Executive International until his retirement in 1989.

DIRECTOR IN THIRD CLASS (PRESENT TERM EXPIRES IN 1995).

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Paul J. Powers, age 58 - Director since 1984.

Chairman, President and Chief Executive Officer of the
Company. Mr. Powers received his bachelor's degree in
Economics from Merrimack College and his master's degree in
Business Administration from George Washington University.
Mr. Powers joined the Company in 1982 as Group Vice President
of Hydraulics, was elected President and Chief Operating
Officer in 1984 and was elected Chairman and Chief Executive
Officer in 1987. Mr. Powers is a director of Acme-Cleveland
Corp., Cleveland, Ohio, Dollar Savings and Trust Co.,
Youngstown, Ohio, Ohio Edison Company, Akron, Ohio and Twin
Disc, Inc., Racine, Wisconsin.

DIRECTOR IN THIRD CLASS (PRESENT TERM EXPIRES IN 1995).

Don E. Tucker, age 65 - Director since 1977.

Retired Senior Vice President and Chief Administrative Officer
of the Company. Mr. Tucker received his bachelor of arts
degree from Aurora College and his bachelor of law degree from
Yale University. Mr. Tucker joined the Company in 1972 as
General Counsel and Assistant Secretary, was elected Senior
Vice President and Chief Administrative Officer in 1984 and
retired in 1993. Mr. Tucker is a director of Bank One
Youngstown N.A., Youngstown, Ohio.

DIRECTOR IN THIRD CLASS (PRESENT TERM EXPIRES IN 1995).

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Charles B. Cushwa III, age 59 - Director since 1972.

Director of Cushwa Center for Industrial Development,
Youngstown State University. Mr. Cushwa received his bachelor
of arts degree in Sociology and his master of arts degree in
Economics from the University of Notre Dame. Mr. Cushwa
joined the Company in 1961 and held various management
positions with the Company until retiring in 1988 as the
Secretary of the Company. Mr. Cushwa is a director of Home
Savings and Loan Company of Youngstown, Youngstown, Ohio.

DIRECTOR FOR FIRST CLASS (PRESENT TERM EXPIRES IN 1996).

John M. Galvin, age 61 - Director since 1993.

Private investor and consultant following retirement as Vice
Chairman and Director of The Irvine Company in June of 1992.
He received his bachelor's degree in Business Administration
from Indiana University. He has served as President of The
Rust Group of Austin, Texas; as Senior Vice President of Aetna
Life and Casualty; and as Chief Executive Officer of Aetna's
International and Diversified Business Division; and
previously was an executive of American Standard Inc. and
Chrysler Corporation. Mr. Galvin is a Director of Global
Marine, Inc. of Houston, Texas; MTW Corporation of Kansas
City, Missouri; Oasis Residential Inc. of Las Vegas, Nevada;
and an Advisory Director of Alexander Proudfoot Plc, London,
England.

DIRECTOR FOR FIRST CLASS (PRESENT TERM EXPIRES IN 1996).

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Richard J. Hill, age 63 - Director since 1993.

Retired Certified Public Accountant with Hill, Barth & King,
CPAs, a regional certified public accounting firm operating in
Ohio, Pennsylvania and Florida. Mr. Hill formerly was a
general partner and chairman of the Executive Committee of
Hill, Barth & King. He received his bachelor's degree in
Business Administration from Youngstown State University. Mr.
Hill is a director of Panelmatic, Inc., Youngstown, Ohio.

DIRECTOR FOR FIRST CLASS (PRESENT TERM EXPIRES IN 1996).

John Nelson, age 71 - Director since 1961.

Retired Chairman and Chief Executive Officer of the Company.
Mr. Nelson received his bachelor of Industrial Engineering
degree from Ohio State University.

DIRECTOR FOR FIRST CLASS (PRESENT TERM EXPIRES IN 1996).

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COMMITTEE INFORMATION

The Board of Directors has established four committees to assist in
the discharge of its responsibilities. These are the Executive, Audit, Pension
Investment and Compensation Committees. The Board as a whole nominates
directors for election after receiving recommendations from the Executive
Committee. During the year, all directors attended 75% or more of the
aggregate of meetings of the Board (seven) and the Board committees to which
they were assigned. The attendance at the meetings of the Board of Directors
and committee meetings during the year was 97.7%.

The Executive Committee, during the intervals between the meetings of
the Board of Directors, possesses and may exercise all the powers of the Board
of Directors in the management of the business and affairs of the corporation
in so far as may be permitted by law, except that no obligations or
indebtedness other than those properly pertaining to current business shall be
contracted without authorizations by the Board of Directors; and such Executive
Committee shall have such other powers and perform such other duties as shall
from time to time be prescribed by the Board of Directors. The committee is
also responsible for making recommendations to the Board of Directors on
candidates for election to the Board and on the qualifications, retirement and
compensation of directors. During the past year the committee held eight
meetings. The committee consists of five members as follows: Messrs. Powers
(Chairman), Humphrey, Kumler, Nelson and Tucker (Secretary).

The Audit Committee has the responsibility for recommending the
selection of independent auditors by the Board of Directors; reviewing with
such auditors, prior to the commencement of or during such audit for each
fiscal year, the scope of the examination to be made; reviewing with such
auditors the certified financial reports, any changes in accounting policies,
the services rendered by such auditors (including management consulting
services) and the effect of such services on the independence of such auditors;
reviewing the corporation's internal audit and control functions; considering
such other matters relating to such audits and to the accounting procedures
employed by the corporation as the Audit Committee may deem appropriate; and
reporting to the full Board of Directors regarding all of the foregoing.
During the past year, the committee held four meetings with the auditors. This
committee consists of six members as follows: Messrs. Hill (Chairman),
Charles Cushwa, Galvin, Humphrey, Nelson and Peyton. None of the

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members of the Audit Committee is an employee of the Company.

The Pension Investment Committee has the responsibility for overseeing
and evaluating the investments of the corporation's pension plan trusts,
selecting fund managers and reviewing their performance and designating the
proportion of pension contributions to be assigned to such managers. During
the past year, the committee held two meetings. The committee consists of five
members: Messrs. Kumler (Chairman), Charles Cushwa, McDonough, Peyton and
Tucker. None of the members of the Pension Investment Committee is an employee
of the Company.

The Compensation Committee has the authority to determine annual
salaries and bonuses for all elected officers and senior management and
constitutes the "Committee" contemplated by the corporation's various stock
option and award plans with the responsibility for administering such plans.
During the past year, the committee held five meetings. The committee consists
of four members: Messrs. Humphrey (Chairman), Galvin, Hill and McDonough.
None of the members of the Compensation Committee is an employee of the
Company.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission and the New York Stock Exchange initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than
ten-percent shareholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended October 31, 1993 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were complied with.

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EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

Overall Policy and Administration

The Company's executive compensation program, as developed by the
Compensation Committee, is designed to preserve and enhance shareholder value.
Within a strategy that links executive and shareholder financial interests, the
executive compensation program is designed to:

Motivate executives toward long term strategic management of the
Company's assets and operations through stock programs that focus
executive attention on increasing shareholder value, as measured by
the Company's stock price;

Recognize and reward individual contributions and achievements as well
as overall business performance via annual incentives which are tied
to operating, financial and strategic objectives established annually;

Provide a competitive salary structure to attract and retain the
executive talent necessary to ensure the Company's continued
profitable growth.

The executive compensation program is administered by the Compensation
Committee of the Board of Directors of the Company (the Committee) which is
comprised of four non-employee independent directors, none of whom has
interlocking or other relationships which might be considered conflicts of
interest. The Committee establishes salaries for corporate officers and
administers the Company's Salaried Employee Incentive Plan and Stock Option and
Award Plan. In its decision-making process, the Committee utilizes independent
compensation consultants and may periodically seek input from appropriate
Company executives.

Base Salaries

In establishing base salaries of Company executives, the Committee
generally targets median (50th percentile) compensation levels of senior
executives and other corporate officers in comparably sized durable goods
manufacturing companies. Other factors such as availability of talent, the
recruiting requirements of the particular situation and experience and
anticipated performance are considered in determining individual initial base
compensation levels.

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The Committee utilizes data from several executive compensation
surveys. The number of participant companies appearing in these surveys is
more extensive than the peer group established for performance graph purposes,
reflecting the broader group of companies with which the Company competes for
executive talent.

Any adjustments in the base salaries of senior executives and other
corporate officers are normally effective as of January 1 each year and are
dependent upon such factors as: the executive's current responsibilities and
experience, competitive compensation practices at comparably sized durable
goods manufacturing companies, and the Committee's judgment regarding the
performance of the executive.

The Salaried Employee Incentive Plan

The Salaried Employee Incentive Plan provides senior and top managers
an opportunity to earn annual cash payments (target incentive awards) based
primarily on the achievement of important financial (operating and net income)
goals as well as individual objectives. A threshold level of net income must
be achieved before any payments are made.

Selection of participants by the Compensation Committee, which in 1993
totaled 130 individuals, and accompanying target award ranges (from 10 to 50
percent of base salary) are determined according to individual responsibility
levels, business judgment and market median data for comparably sized durable
goods manufacturing companies.

The Stock Option and Award Plan

The Stock Option and Award Plan allows for the grant of a variety of
stock incentive instruments, including nonqualified (i.e., non-tax preferred)
and incentive stock options, stock appreciation rights, restricted stock and
performance shares. For many years, the Company has granted stock options to
its key executives to create a direct link between shareholder and executive
interests. The Company has also periodically granted time-lapse restricted
stock to its key executives.

At its January 27, 1993 meeting, the Committee approved a modification
of its stock award program by authorizing the granting of performance shares in
lieu of restricted stock for all key executives. The performance share program
is a longer-term incentive program designed to motivate key executives whose
efforts result in the achievement of financial results leading to increased
shareholder value. The Committee believes performance shares better align
executive and shareholder financial interests. During 1993 the Compensation
Committee selected 52 executives throughout the Corporation

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for initial participation in the performance share program.

Initially, depending on responsibilities within the Company,
performance shares will be earned based on average corporate and/or group
Return on Equity (ROE), and for certain executives, divisional operating income
over a three-year performance period. In future years, the Committee may
consider other measures of shareholder value and performance periods, as
appropriate, in light of the Company's strategic objectives. Threshold levels
of ROE, and in certain cases, operating income must be achieved before any
distributions are made.

Historically the Company has granted stock options on an annual basis
while performance shares are projected to be granted every other year. In
determining stock option awards, the Committee considers such factors as median
competitive award levels, the size of previous stock option awards and Company
and individual performance.

Chief Executive Officer Compensation

Mr. Powers' annual base salary for 1993 was $434,500. This rate was
based on his service to the Company, competitive compensation levels for CEOs
of comparably sized durable goods manufacturing companies and the Committee's
judgment regarding his performance. For performance in fiscal 1993, Mr. Powers
received a payment under the Salaried Employees Incentive Plan of $165,000.
This payment was based on an objective assessment by the Committee of the
Company's net income achievement against predetermined targets as well as the
Committee's judgment on Mr. Powers' achievement during the year.

Mr. Powers received options to purchase 24,000 shares of Company
stock. In addition, he received a grant of 21,000 performance shares during
fiscal 1993. Mr. Powers' performance shares will be earned over three years
based on the achievement of predetermined ROE targets. In determining these
amounts, the Committee considered market median long-term incentive statistics,
the size of previous awards and Company and individual performance.

By: The Compensation Committee

Neil D. Humphrey, Chairman
John M. Galvin
Richard J. Hill
Gerald C. McDonough

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SUMMARY COMPENSATION TABLE

Long-Term
Compensation
Annual Compensation Awards
-------------------------------- ---------------------
Other
Annual Restricted
Salary Bonus Compensa- Stock All Other
Name and ------ ----- tion Awards(3) Options Compensation
Principal Position Year ($) ($) ($)(2) ($) (#) ($)(2)
-------------------- ---- --- --- ------- --- --- ------

Paul J. Powers 1993 $434,500 $165,000 -0- -0- 24,000 $16,105 (4)
Chairman, President 1992 379,500 205,000 $202,125 23,000
and Chief Executive 1991 359,000 125,000 149,625 24,000
Officer

Philip N. Winkelstern 1993 235,167 68,000 -0- -0- 10,000 10,073 (5)
Senior Vice President 1992 224,500 97,000 -0- 20,000
and Chief Financial 1991 213,000 60,000 70,875 12,000
Officer

Bruce C. Wheatley(1) 1993 207,500 45,000 $ 4,539 -0- 5,000 -0-
Vice President- 1992 56,452 16,800 43,750 5,000
Administration 1991 - - - -

Thomas N. Bird 1993 211,667 -0- 17,181 -0- 5,000 2,519 (6)
Group Vice President 1992 203,667 16,000 36,750 8,000
1991 192,333 35,000 -0- 10,000

Robert A. Calcagni 1993 162,000 26,250 -0- -0- 5,000 400,109 (7)
Group Vice President 1992 137,000 20,000 18,375 3,000
1991 118,633 32,000 18,900 3,000

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(1) Bruce C. Wheatley became an employee of the Company on July 20, 1992.

(2) Information for fiscal years ending prior to 1993 is not required to be
disclosed.

(3) This column shows the market value of restricted share awards on the date
of grant. The aggregate holdings/value of Restricted Stock held on October 31,
1993 by the individuals listed in this table, including the awards shown in
this column are: Paul J. Powers - 42,000 shares/$871,500; Philip N.
Winkelstern - 8,000 shares/$166,000; Thomas N. Bird - 12,000 shares/$249,000;
Bruce C. Wheatley - 2,500 shares/$51,875; and Robert A. Calcagni - 2,950
shares/$61,212.50. Regular quarterly dividends are paid on Restricted Stock
held by these individuals.

(4) Includes Company matching contributions pursuant to the Non-Qualified
Stock Purchase Plan in the amount of $11,685; Company matching contributions
pursuant to the 401(k) Plan in the amount of $1,350; and Company contribution
to the Employee Stock Ownership Plan in the amount of $3,070.

(5) Includes Company matching contributions pursuant to the Non-Qualified
Stock Purchase Plan in the amount of $5,705; Company matching contributions to
the 401(k) Plan in the amount of $1,350; and Company contribution to the
Employee Stock Ownership Plan in the amount of $3,018.

(6) Includes Company contribution to the Employee Stock Ownership Plan in the
amount of $2,519.

(7) Includes Company matching contributions to the Non-Qualified Stock
Purchase Plan in the amount of $3,210; Company matching contributions to the
401(k) Plan in the amount of $1,350; Company contribution to the Employee Stock
Ownership Plan in the amount of $1,859; and foreign service payments in the
amount of $22,863. Also includes $370,827 which represents the Company's
retirement of a loan and related taxes provided by the Company to Mr. Calcagni
in connection with his service in Luxembourg during the past four and one-half
years.

18
22

OPTION GRANTS TABLE

Potential Realizable Value at
Assumed Annual Rates of Stock
Individual Grants Price Appreciation for Option Term (1)
----------------- --------------------------------------
Number
of % of
Securi- Total
ties Options
Under- Granted
lying to
Options Employ- Exercise
Granted ees in or Base Expira-
(2) Fiscal Price tion 0% 5% 10%
Name (#) Year ($/Share) Date ($) ($) ($)
---- ------- ------- ---------- -------- --- --- ---

Paul J.
Powers 24,000 30.2 $19.75 3-23-03 0 $298,620 $753,660

Philip N.
Winkelstern 10,000 12.6 19.75 3-23-03 0 124,425 314,025

Bruce C.
Wheatley 5,000 6.3 19.75 3-23-03 0 62,213 157,013

Thomas N.
Bird 5,000 6.3 19.75 3-23-03 0 62,213 157,013

Robert A.
Calcagni 5,000 6.3 19.75 3-23-03 0 62,213 157,013

ALL SHARE
OWNERS (3) N/A N/A 19.75 N/A 0 124,486,553 314,180,348

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23
(1) Potential Realizable Value is presented net of the option exercise price
but before any federal or state income taxes associated with exercise. These
amounts represent certain assumed rates of appreciation only. Actual gains are
dependent on the future performance of the Company's common stock and the
option holders' continued employment throughout the vesting period. The
amounts reflected in the table may not necessarily be achieved.

(2) The options listed in the above table were granted subject to a three-year
vesting period, with 50% of the options granted becoming exercisable on the
second anniversary of the grant date and 50% on the third anniversary. No SARs
were granted. The exercisability of the options may be accelerated in the
event of a change in control or a potential change in control.

(3) These figures represent, for comparison purposes, the gain to the
Company's stockholders in total market value which would result from the
assumed annual rates of stock price appreciation for the 10,004,947 shares of
common stock outstanding as of March 24, 1993, the date of the grants of
options to the named officers.

20
24

OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUE
-----------------------------------------------------------------------

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
FY-End FY-End (1)
(#) ($)
Shares --- ---
Acquired Value
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
---- --- --- ------------- -------------

Paul J. Powers 19,300 $207,187 40,000/59,000 $120,000/$150,125

Philip N. Winkelstern 16,500 $139,375 24,000/36,000 68,500/ 97,500

Bruce C. Wheatley 0 - 0 /10,000 0 / 21,250

Thomas N. Bird 0 - 15,000/18,000 35,000/ 53,000

Robert A. Calcagni 0 - 12,500/ 9,500 57,875/ 21,125

(1) The value per option is calcuLated by subtracting the exercise price from the October 29, 1993
closing price of the Company's common stock on the New York Stock Exchange of $20.75.

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25

LONG-TERM INCENTIVE PLAN AWARDS TABLE

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
---------------------------------------------------

Estimated Future Payouts
Under Non-Stock Price Based Plans
---------------------------------
Number of Performance
Shares, or Other
Units or Period Until
Other Rights Maturation Threshold Target Maximum
Name (#) or Payout(1) (#) (#) (#)
---- ---- ------------ --- ---- ---

Paul J. Powers 21,000 1-27-96 10,500 21,000 31,500

Philip N. Winkelstern 8,500 1-27-96 4,250 8,500 12,750

Bruce C. Wheatley 5,000 1-27-96 2,500 5,000 7,500

Thomas N. Bird 6,000 1-27-96 3,000 6,000 9,000

Robert A. Calcagni 6,000 1-27-96 3,000 6,000 9,000

Payouts of awards are tied to achieving specified levels of return on
equity ("ROE") over a three-year period. At Threshold ROE, 50% of shares will
be distributed. 100% of award will be paid at Target and 150% of award at
Maximum. The Compensation Committee of the Board of Directors may, at or after
grant, accelerate the vesting of all or part of any Performance Share Award
and/or waive the limitations for all or any part of such award.

(1) The date in the column represents the date on which award payments will be
made. The amounts of the awards are based on the three-year performance period
ending October 31, 1995.

22
26

PENSION PLAN FOR SALARIED EMPLOYEES

PENSION PLAN TABLE (1)

Remuneration Years of Service (3)
------------ ----------------
(2) 15 20 25 30 35

$100,000 $ 25,939 $ 34,586 $ 43,232 $ 45,394 $ 47,555

$150,000 40,939 54,586 68,232 71,644 75,055

$200,000 55,939 74,586 93,232 97,894 102,555

$235,840 66,691 88,922 111,152 115,641 (4) 115,641 (4)
and over

(1) The calculations assume that the recipient would receive an
annual primary social security retirement benefit of $13,536.

(2) Represents average of participant's base salary over the highest
five consecutive years of the last ten years prior to retirement. For Plan
Year 1993, the Internal Revenue Code limits salary to $235,840.

(3) Messrs. Powers, Winkelstern, Bird, Wheatley and Calcagni had 11,
18, 4, 1 and 27 years of credited service, respectively, at November 30, 1993.

(4) The Internal Revenue Code imposes a defined benefit maximum
annual benefit of $115,641 for Plan Year 1993.

23
27
All executive officers are participants in the Pension Plan for
Salaried Employees (the "Pension Plan"), a defined benefit plan, under which
participants receive monthly benefits based upon a percentage of their average
base salary upon retirement (normally at age 65). During fiscal year 1993, the
Company contributed 3.1% of the covered compensation of all Pension Plan
participants.

The Pension Plan provides normal lifetime monthly pension benefits
equal to 50% of a participant's average annual base salary based on the highest
five consecutive years during the last ten years prior to retirement, less 50%
of the participant's primary Social Security Retirement Benefits. Participants
with more than 25 years service receive an additional 1% of their basic
benefit for each full year over 25 years, not to exceed 35 years. The
participant's base salary is the only remuneration covered by the Pension Plan.

The above table shows the estimated pension benefits in straight life
annuity amounts payable to participants who retire on their normal retirement
date under the Pension Plan, based upon the formula described above.

For the Chief Executive Officer and the other four most-highly
compensated officers, the base salary for purposes of the Pension Plan is the
figure set forth in the Salary column of the Summary Compensation Table on
page 17.

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28

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN TABLE (1)

Remuneration Years of Service (2)
------------ ------------------
15 20 25 30 35

$250,000 $ 51,541 $ 29,310 $ 7,080 $ 8,841 $ 15,091

350,000 101,541 79,310 57,080 61,341 70,091

450,000 151,541 129,310 107,080 113,841 125,091

550,000 201,541 179,310 157,080 166,341 180,091

650,000 251,541 229,310 207,080 218,841 235,091

750,000 301,541 279,310 257,080 271,341 290,091

(1) The calculations assume that the recipient would receive an
annual primary social security retirement benefit of $13,536.

(2) Messrs. Powers and Winkelstern had 11 and 18 years of service,
respectively, at November 30, 1993.

Effective January 1, 1988, the Company established the Commercial
Intertech Corp. Supplemental Executive Retirement Plan (the "SERP"), an
unfunded deferred compensation plan for management employees of the Company or
its subsidiaries who are participants under the Pension Plan. The Company
established the SERP, in part, to provide certain benefits which participants
under the Pension Plan would otherwise not receive as a result of certain legal
limitations applicable to the Pension Plan. The Company's Compensation
Committee, in its sole discretion, designates employees eligible to participate
in the SERP. As of November 30, 1993, Mr. Powers and Mr. Winkelstern are the
only participants in the SERP. The Company will become obligated to fund the
SERP in the amount of the monthly benefits provided thereunder (based upon a
percentage of the participant's monthly pay prior to retirement or termination
of service) only at the time that such bene-

25
29
fits become payable (as described below). However, the Company and its
subsidiaries, from time to time and in their sole and absolute discretion, may
contribute funds to a separate irrevocable grantor trust for the benefit of
each participant, to be used as a reserve for the discharge of the Company's
obligation to the participant under the SERP.

Benefits under the SERP become payable to a participant on the first
day of the month coincident with or next following the later day of (1) the
separation from service with the Company or subsidiary or (2) his attainment of
55 years of age. Notwithstanding the above, in the event of a "Change in
Control," benefits shall commence on the first day of the month coincident with
or next following the participant's termination of employment and, if paid
prior to the attainment of age 55, shall be the actuarial equivalent of the
benefit commencing as of the first day of the month coincident with or next
following the date the participant would have attained age 55. For purposes of
the SERP the definition of "Change in Control" is the same as the definition
contained in the section of this proxy statement entitled "Termination
Benefits."

For participants age 62 or more, the monthly benefit under the SERP is
equal to:

(i) 2% of the total obtained by multiplying the participant's number
of years of participation (which is the greater of 1) 25 years or 2) years of
service credited under the Pension Plan) (not to exceed 25 years) by the
average of the participant's monthly pay during the highest five consecutive
years during the 10 year period immediately preceding participant's retirement
or separation from service; offset by

(ii) the sum of the monthly benefit which would be payable under the
Company's Pension Plan and 50% of the participant's primary Social Security
Retirement Benefit estimated to be payable as of such date.

Participants in the SERP with more than 25 years of service also receive an
additional benefit equal to the amount in (i) above multiplied by an amount
equal to 1% of the participant's years of participation in excess of 25 years
but not in excess of 35 years.

If benefits under the SERP become payable to a participant on or after
his attainment of age 55 but prior to his attainment of age 62, the benefit
described in the paragraph above (and the offset for the primary Social
Security Retirement Benefit) is reduced 3/10ths of 1% for each complete
calendar month by which the date benefits become payable precedes the date as
of which the participant attains age 62.

26
30
The above table shows the estimated annual SERP payment payable in the
form of a single life annuity to participants who have attained age 62, based
upon the formula described above.

27
31

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG COMMERCIAL INTERTECH CORP., NYSE
AND DOW JONES INDUSTRIAL DIVERSIFIED INDUSTRY GROUP INDICES

1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----

TEC 100.00 115.49 80.53 94.16 120.64 134.51

NYSE 100.00 122.33 113.61 149.86 161.30 189.42

DJID 100.00 112.77 91.43 127.92 138.16 174.09

28
32
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN (CONT.)

Assumes $100 invested on October 31, 1988

Total return assumes reinvestment of dividends

Data as of October 31 of each year

In accordance with SEC guidelines, the New York Stock Exchange (NYSE) Index was
selected as the broad market indicator because Commercial Intertech (TEC)
shares are traded on the NYSE

The Dow Jones Industrial Diversified (DJID) Index was selected as the industry
index because TEC is included in said index along with a number of competitors
and other companies involved in two or more industries or whose products are
used in many different industries.

29
33
EMPLOYMENT AGREEMENTS

On February 15, 1988, the Company entered into Employment Agreements
with Paul J. Powers and Philip N. Winkelstern. Each of the Employment
Agreements is for a five-year term and can be extended thereafter for
additional terms of one year and each has been extended until February 14,
1994. The Employment Agreements provide for the payment of a base salary which
can be increased at the discretion of the Company. Additionally, an executive
who is a party to an Employment Agreement shall be eligible to (1) receive cash
bonuses as part of the Company's Management Incentive Plan; and (2) participate
in other incentive, stock option, profit sharing and similar plans maintained
by the Company for the benefit of its executives. Finally, the executives will
be included in all other employee benefit plans to the extent that they are
eligible. Such plans include, but are not limited to, group life insurance
plans, hospitalization and medical plans and long-term disability plans.

The base salary and cash bonuses payable under these Employment
Agreements are included in calculating the cash compensation paid to Messrs.
Powers and Winkelstern, respectively, as reported in the table under "Cash
Compensation," above.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company receive an annual
retainer fee in the amount of $12,000, plus $900 for attending each meeting of
the Board of Directors. They also receive $750 for attending each committee
meeting. Directors who are employees of the Company do not receive
compensation for serving as directors.

Non-employee directors who retire after August 1, 1981 with at least
ten years of non-employee Board service will be paid a retirement benefit
consisting of an annual amount equal to the Board retainer being paid to such
directors at the time of retirement. Retiring directors with less than ten
years of non-employee Board service will receive proportionally decreased
amounts. Non-employee directors are entitled to receive automatically a
non-qualified stock option to purchase 1,500 shares of Company common stock
upon the outside director's election to a new three-year term during the term
of the Stock Option and Award Plan of 1993.

Mr. Kipton C. Kumler, President of Lexington Consulting Group, Inc.,
provides consulting services to the Company. Fees paid for those services
during fiscal 1993 were $51,419. Mr. Don E. Tucker, former Senior Vice
President and Chief Administrative Officer of the Company, provides con-

30
34
sulting services to the Company. Fees paid during fiscal 1993 were $32,000.

TERMINATION BENEFITS

On February 15, 1988, the Company entered into Severance Compensation
and Consulting Agreements with Paul J. Powers and Philip N. Winkelstern. On
September 28, 1989, the Company entered into Severance Compensation Agreements
with Thomas N. Bird and Robert A. Calcagni and on July 20, 1992 with Bruce C.
Wheatley (the "Agreements"). The Agreements were the result of a
determination by the Board of Directors that it was appropriate and in the best
interest of the Company and its shareholders that, in the event of a possible
change in control of the Company, the stability and continuity of management
would continue unimpaired, free of the distractions incident to any change in
control.

For purposes of the Agreements, a "change in control" shall be deemed
to have occurred if (i) there shall be consummated (a) any consolidation or
merger of the Company in which the Company is not the continuing surviving
corporation or pursuant to which shares of the Company's common stock would be
converted into cash, securities or other property, other than a merger of the
Company in which the holders of the Company's common stock immediately prior to
the merger have substantially the same proportionate ownership of common stock
of the surviving corporation immediately after the merger, or (b) any sale,
lease, exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of the Company, or (ii)
the shareholders of the Company shall approve any plan or proposal for the
liquidation or dissolution of the Company, or (iii) any person (as such term is
used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended [the "Exchange Act"]), other than the Company or a subsidiary or any
employee benefit plan sponsored by the Company or a subsidiary, shall become
the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act)
of securities of the Company representing 30% or more of the combined voting
power of the Company's then outstanding securities ordinarily (and apart from
rights accruing in special circumstances) having the right to vote in the
election of directors, as a result of a tender or an exchange offer, open
market purchases, privately negotiated purchases or otherwise, or (iv) at any
time during a period of two consecutive years, individuals who at the beginning
of such period constituted the Board of Directors of the Company shall cease
for any reason to constitute at least the majority thereof, unless the election
or the nomination for election by the Company's shareholders of each new
director during such two-year period is approved by a vote of at least
two-thirds of the

31
35
directors then still in office who were directors in the beginning of such
two-year period.

Benefits are payable under the Agreements only if a change in control
has occurred and within two years after such change in control the officer's
employment is terminated involuntarily without cause or voluntarily by the
officer for reasons such as demotion, reduction in base salary, relocation,
loss of benefits or other changes. The principal benefits to be provided to
Messrs. Powers and Winkelstern under the Agreements are (i) a lump sum payment
equal to two times the officer's annual cash compensation (base salary and
incentive compensation), (ii) continued participation in the Company's employee
benefit programs for three years following termination, and (iii) a consulting
fee equal to the executive's annual cash compensation in consideration for
consulting services over a one-year period after termination. The principal
benefits to be provided to Messrs. Bird, Calcagni and Wheatley under the
Agreements are (i) a lump sum payment equal to two times the officer's annual
cash compensation (base salary and incentive compensation) and (ii) continued
participation in the Company's employee benefit programs for two years
following termination. If the officer's termination occurs after age 62,
separation payments are reduced by a factor based upon the number of
months remaining until the officer reaches age 65. The Agreements are not
employment agreements, and do not impair the right of the Company to terminate
the employment of the executive with or without cause prior to a change in
control, or the right of the executive to voluntarily terminate his employment.
Each Agreement generally terminates on the earlier of the date on which the
officer reaches age 65 or five years from the date of the Agreement, provided
that the term of the Agreement will be automatically extended for additional
one- year periods until the officer reaches age 65 or the Company or the
officer determines not to extend the Agreement.

32
36

SECURITY OWNERSHIP OF
BOARD OF DIRECTORS AND NAMED EXECUTIVES

The directors, nominees for the office of director, the Chief
Executive Officer, the four other highly-compensated executive officers and all
directors and executive officers as a group were the beneficial owners of the
Company's voting shares, as of November 30, 1993, as set forth below:

Amount and Nature Percent
Name of Beneficial of Beneficial of Voting
Owner Ownership Shares
----- --------- ------

Thomas N. Bird 37,227 (8) (14) *

Robert A. Calcagni 30,810 (2)(8)(9)(10)(13) *

Charles B. Cushwa III 97,465 (1)(4)(5)(11) *

William W. Cushwa 83,143 (1)(2)(3)(4)(6)(7)(8) *
(10)(12)(13)

John M. Galvin 1,000 *

Richard J. Hill 5,039 (9) *

Neil D. Humphrey 2,100 (9) *

Kipton C. Kumler 7,455 *

Gerald C. McDonough 500 *

John Nelson 12,682 (1) *

John F. Peyton 1,060 (9) *

Paul J. Powers 133,746 (2)(8)(10)(13) 1.2%

Don E. Tucker 129,786 (1)(2)(8)(10)(13) 1.2%

Bruce C. Wheatley 7,997 (15) *

Philip N. Winkelstern 109,030 (1)(2)(3)(8)(10)(13) *

33
37

Amount and Nature Percent
Name of Beneficial of Beneficial of Voting
Owner Ownership Shares
----- --------- ------

All Directors and
Executive Officers as a Group
(19 people) 735,160 6.6%

*less than 1%

(1) Does not include common shares owned by the members of the
above-mentioned directors' families who share their homes, as follows: of Mr.
Charles Cushwa - 400 shares; of Mr. William Cushwa - 34,486 shares; of Mr.
Nelson - 19,117 shares; of Mr. Tucker - 764 shares; of Mr. Winkelstern -
2,980 shares. Beneficial ownership thereof is disclaimed by the respective
directors.

(2) Includes the beneficial interest in common shares (fractional
shares not shown) credited to the accounts of the above-mentioned beneficial
owners by the Trustee acting under the provisions of the Company's Employee
Savings and Stock Purchase Plan, as follows: Mr. Calcagni - 736 shares; Mr.
William Cushwa - 2,682 shares; Mr. Powers - 1,006 shares; Mr. Tucker - 5,828
shares; and Mr. Winkelstern - 5,378 shares.

(3) Includes common shares held by the directors as custodians for
their minor children as follows: minor children of Mr. William W. Cushwa -
2,674 shares; and minor grandchildren as follows: minor grandchild of Mr.
Philip N. Winkelstern - 500 shares.

(4) Charles B. Cushwa III and William W. Cushwa are two of three
beneficiaries of a trust, of which they are not trustees, which consists of
204,000 common shares the income from which will be paid to the beneficiaries
equally during their lives. These shares are not included in the tabulation.

(5) Does not include 33,500 common shares held in trust, in which the
children of Charles B. Cushwa III have a remainder interest, and of which The
Dollar Savings and Trust Company and Charles B. Cushwa III are co-trustees.
Beneficial ownership thereof is disclaimed by Mr. Charles B. Cushwa III.

(6) Does not include 7,500 common shares held in trust, of which
William W. Cushwa is not a trustee, for the benefit of his child and of which

34
38
beneficial ownership is disclaimed by Mr. William W. Cushwa.

(7) Does not include 33,500 common shares held in trust, in which the
children of William W. Cushwa have a remainder interest, and of which The
Dollar Savings and Trust Company and William W. Cushwa are co-trustees.
Beneficial ownership thereof is disclaimed by Mr. William W. Cushwa.

(8) Includes shares acquirable within 60 days under the Company's
Stock Option and Award Plans as follows: Mr. Bird - 19,000 shares; Mr.
Calcagni - 14,000 shares; Mr. William Cushwa - 4,250 shares; Mr. Powers -
51,500 shares; Mr. Tucker - 44,000 shares; and Mr. Winkelstern - 34,000 shares.

(9) Includes common shares (fractional shares not shown) credited to
the accounts of the above-mentioned beneficial owners by the administrator
of the Company's Automatic Dividend Reinvestment Plan, as follows: Mr.
Calcagni - 976 shares; Mr. Hill - 39 shares; Mr. Humphrey - 300 shares and Mr.
Peyton - 60 shares.

(10) Includes 146 shares of Series B Preferred Stock (fractional
shares not shown) and the following number of common shares (fractional shares
not shown) credited to the accounts of the above-mentioned beneficial
owners by the Trustee acting under the provisions of the Company's 401(k)
plan: Mr. Calcagni - 196 shares; Mr. William Cushwa - 427 shares; Mr. Powers -
2,316 shares; Mr. Tucker - 3,060 shares; and Mr. Winkelstern - 113 shares.

(11) Does not include 28,497 common shares held in trust, in which
the children of Charles B. Cushwa III have a remainder interest, and of which
The Dollar Savings and Trust Company and Charles B. Cushwa III are co-trustees.
Beneficial ownership thereof is disclaimed by Mr. Charles B. Cushwa III.

(12) Does not include 44,000 common shares held in trust, in which
the children of William W. Cushwa have a remainder interest, and of which The
Dollar Savings and Trust Company and William W. Cushwa are co-trustees.
Beneficial ownership thereof is disclaimed by Mr. William W. Cushwa.

(13) Includes one share of common stock (fractional shares not shown)
as a result of participation in the Commercial Intertech Employee Stock
Ownership Plan and the following number of shares of Series B Preferred Stock
(fractional shares not shown) as a result of participation in the Commercial
Intertech Employee Stock Ownership Plan: Mr. Calcagni - 218 shares; Mr.
William Cushwa - 157 shares; Mr. Powers - 393 shares; Mr. Tucker - 380

35
39
shares; and Mr. Winkelstern - 380 shares.

(14) Includes 227 shares of Series B Preferred Stock (fractional
shares not shown) as a result of participation in the Commercial Intertech
Employee Stock Ownership Plan.

(15) Includes 497 shares of common stock (fractional shares not
shown) held under the provisions of the Company's 401(k) plan.

The information set forth above concerning beneficial shareholdings of
the beneficial owners is based on information received from the persons
named. None of such beneficial owners, directly or indirectly, owns
beneficially any equity securities of any subsidiary of the Company.

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40

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The name of any person or "group" (as that term is used in the
Exchange Act) known by the Company to be the beneficial owner of more than five
percent (5%) of any class of the Company's voting securities as of November 30,
1993 is set forth below:

Title Name and Address Amount and Percent Percent
of of Nature of of of All
Class Beneficial Owner Beneficial Class Voting
----- ---------------- Ownership ----- Shares
--------- ------

Common The Dollar Savings and 1,043,015 (1) (2) 10.39% 9.39%
Trust Company
P. O. Box 450
Youngstown, OH 44501

Common Norwest Corporation 1,625,519 (3) 16.19% 14.64%
6th and Marquette
Minneapolis, MN 55479

Series B Mellon Bank N.A. 1,064,846 (4) 100.00% 9.59%
Preferred P. O. Box 444
Pittsburgh, PA 15230

(1) This figure includes 107,749 common shares held in trust by The
Dollar Savings and Trust Company (trustee) for the benefit of participants in
the Commercial Intertech Corp. Employee Savings and Stock Purchase Plan.

(2) This figure includes 11,795 common shares held in trust by The
Dollar Savings and Trust Company (trustee) for the benefit of participants in
the Non-Qualified Stock Purchase Plan of Commercial Intertech Corp.

(3) Norwest Corporation holds common shares in a fiduciary capacity
for various institutional and personal accounts.

(4) This figure represents all of the outstanding ESOP
Preferred Stock Series B held of record by Mellon Bank N.A. (trustee) for the
benefit of participants in the Commercial Intertech Employee Stock Ownership
Plan and the Commercial Intertech Retirement Stock Ownership and Savings Plan.
The trust for these plans contains provisions for pass-through voting rights to
the employee participants in the plans.

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41
2. SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected Ernst & Young to audit the
financial statements of the Company and its consolidated subsidiaries for the
fiscal year ending October 31, 1994. Ernst & Young has served the Company in
this capacity since 1921. A representative of Ernst & Young is expected to be
present at the annual meeting with the opportunity to make a statement if he so
desires and will also be available to respond to appropriate questions from
shareholders.

Unless contrary instructions are noted on the proxy, it will be voted
to ratify the selection by the Board of Directors of Ernst & Young as
independent public auditors for the fiscal year ending October 31, 1994. The
affirmative vote of the holders of a majority of the voting shares represented
at the meeting is required for such ratification.

ANNUAL REPORT TO SHAREHOLDERS

The annual report of the Company and its subsidiaries for the fiscal
year ended October 31, 1993, including financial statements reflecting the
financial position and operations of the Company and its subsidiaries for that
year, has been mailed to shareholders. The annual report is not deemed to
have been filed with the Securities and Exchange Commission and is not part of
this proxy solicitation.

1995 ANNUAL MEETING OF SHAREHOLDERS

The deadline for receipt of shareholders' proposals for inclusion in
the Company's 1995 proxy material is September 30, 1994.

FORM 10-K

A COPY OF THE COMPANY'S ANNUAL REPORT AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 1993,
MAY BE OBTAINED BY SHAREHOLDERS AFTER JANUARY 31, 1994 WITHOUT CHARGE, ON
WRITTEN REQUEST DIRECTED TO THE SECRETARY, COMMERCIAL INTERTECH CORP., P. O.
BOX 239, YOUNGSTOWN, OHIO 44501.

38
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3. OTHER MATTERS

The Board of Directors does not know of any matters of business to be
presented for action at the meeting other than as set forth above. The
enclosed proxy does, however, confer discretionary authority upon the persons
named therein, or their substitutes, to take action with respect to any other
matters that may properly be brought before the meeting.

SOLICITATION OF PROXIES

The enclosed form of proxy is solicited by the Board of Directors.
Shares represented by the proxy will be voted at the meeting and, where a
choice has been specified with respect to a proposal, such shares will be voted
in accordance with such specification. The cost of preparing, printing,
assembling and mailing will be paid by the Company. Officers, directors or
other employees of the Company, without additional remuneration, may solicit
proxies personally or by other appropriate means, if deemed advisable. The
Company will also request brokers, banks and other nominees to send proxy
material to and obtain proxies from their principals, and it will reimburse
such persons for their expenses in so doing. In addition, the Company has
retained Morrow & Co., Inc. to assist in the solicitation of proxies. Morrow &
Co., Inc. will request brokerage houses and other nominees, fiduciaries and
custodians nominally holding shares of the Company's common stock of record to
forward proxy solicitation material to the beneficial owners of such shares.
For these services, the Company will pay Morrow & Co., Inc. a fee estimated not
to exceed $4,000, plus reimbursement of expenses.

Please complete, sign, date and return your proxy promptly to insure
that your shares will be voted at the meeting. We hope that you will attend
the meeting. For your convenience, a self-addressed envelope, which requires
no additional postage if mailed in the United States, is enclosed.

BY ORDER OF THE BOARD OF DIRECTORS

GILBERT M. MANCHESTER
General Counsel and Secretary

Youngstown, Ohio
January 28, 1994

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43

COMMERCIAL

INTERTECH

Notice of
Annual Meeting of
Shareholders
March 23, 1994
and
Proxy Statement

Commercial Intertech Corp.
1775 Logan Avenue
Youngstown, Ohio 44501

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APPENDIX

1. Pictures of members of the Board of Directors appear on pages 6
through 11.

2. Performance graph appears on page 28.

3. Commercial Intertech Corp. logo appears on final page.